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HomeMy WebLinkAboutS10-79 BOND ORDINANCE NO. S10-79 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $420, 000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (ELGIN LABOR TEMPLE ASSOCIATION, INC. PROJECT) OF THE CITY OF ELGIN, ILLINOIS FOR THE PURPOSE OF PROVIDING FUNDS TO FINANCE THE COST OF CERTAIN OFFICE FACILITIES FOR USE BY ELGIN LABOR TEMPLE ASSOCIATION, INC. ; AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCING AGREE- MENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT RELATING TO THE SALE OF THE BONDS TO THE PURCHASERS NAMED THEREIN; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AND AUTHORIZING OTHER MATTERS PERTAINING TO THE BONDS. WHEREAS, the City of Elgin, Illinois (the "Issuer" ) , a home rule unit pursuant to Section 6(a) of Article VII of the 1979 Constitution of the State of Illinois, is authorized by that certain Ordinance No. S2-78 (the "Enabling Ordinance") , to issue revenue bonds for the purposes set forth in the Enabling Ordinance and to expend the proceeds thereof to finance, among other things, the cost of acquiring, constructing and improving economic development projects as defined in the Enabling Ordinance, and to sell such bonds to others; WHEREAS, in furtherance of the purposes set forth in the Enabling Ordinance, the Issuer has adopted certain proceedings indicating its intention to finance, by means of the sale and issuance of its revenue bonds, the costs of acquiring, constructing and improving certain facilities to be located in the City of Elgin, Illinois (collectively referred to as the "Project" ) to be used by Elgin Labor Temple Association, Inc . , an Illinois corporation (the "Company" ) in accordance with a Financing Agreement (hereinafter defined) , and its intention to authorize such actions as might be required to accomplish such financing; WHEREAS, pursuant to and in accordance with the provisions of the Enabling Ordinance, the Issuer is now prepared to proceed to issue and sell its $420,000 aggregate principal amount of Industrial Development Revenue Bonds (Elgin Labor Temple Association, Inc . Project) (the "Bonds") to finance such costs, such Bonds to be secured by an Indenture of Trust (hereinafter defined) and to be payable solely from revenues derived under said Financing Agreement and from other funds pledged under said Indenture; WHEREAS, the Bonds will be sold pursuant to a Bond Purchase Agreement (hereinafter defined) to the Purchasers named therein; WHEREAS, copies of the forms of Financing Agreement, Indenture and Bond Purchase Agreement have been presented to and are before this meeting; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ELGIN, COOK AND KANE COUNTIES, ILLINOIS, AS FOLLOWS : Section 1 . The following words and terms as used in this Bond Ordinance shall have the following meanings unless the context clearly indicates another or different meaning or intent : "Bond Purchase Agreement" means that certain agreement between the Issuer and The First National Bank of Elgin, Union National Bank and Trust Co . of Elgin and Valley Bank and Trust Company pertaining to the sale of the Bonds, as approved by this Bond Ordinance and as the same may be supplemented and amended from time to time in accordance with its terms . "Bond Ordinance" means this ordinance . "Bonds" means the $420, 000 aggregate principal amount of Industrial Development Revenue Bonds (Elgin Labor Temple Association, Inc . Project) of the Issuer authorized to be issued hereunder and under the Indenture . "Company" means Elgin Labor Temple Association, Inc . , an Illinois corporation, and any surviving, resulting or transferee corporation as provided in the Financing Agreement . "Financing Agreement" means the Financing Agreement dated as of November 1 , 1979 between the Issuer and the Company, as approved by this Bond Ordinance and as the same may be supplemented and amended from time to time in accordance with its terms . "Indenture" means the Indenture of Trust dated as of November 1 , 1979 between the Issuer and the Trustee, as approved by this Bond Ordinance and as the same may be supplemented and amended from time to time in accordance with its terms. "Issuer" means the City of Elgin, Illinois . "Project" means the economic development project described and defined as the Project in the Financing Agreement. "Trustee" means The First National Bank of Elgin, its successors and assigns, or any successor trustee appointed pursuant to the Indenture. Section 2 . The Issuer does hereby authorize the financing of the costs of the acquisition, construction and installation of the Project for use by the Company as contemplated by the Financing Agreement and does hereby determine that such -2- financing is in furtherance of the public purposes set forth in the Enabling Ordinance. Section 3. To provide for the financing of the costs of acquisition, construction and installation of the Project , the Issuer does hereby authorize the issuance of revenue bonds of the Issuer under the Enabling Ordinance, to be designated "City of Elgin, Illinois, Industrial Development Revenue Bonds (Elgin Labor Temple Association, Inc. Project) " , in the aggregate principal amount of $420, 000, to have such terms and provisions as are provided in the Indenture. Section 4 . The Bonds shall be issuable as fully registered Bonds without coupons in the denominations of $5000 and any multiple thereof, shall be lettered R and shall be numbered separately from 1 upward. The Bonds shall be dated November 1, 1979 and as further provided in the Indenture, shall mature on November 1, 2007 and shall bear interest at the rate of six and five-tenths percent (6. 5%) , all as set forth in the Indenture. The Bonds (i) shall be executed as is provided in the Indenture, (ii ) shall be limited obligations of the Issuer and shall never constitute nor give rise to a pecuniary liability of such Issuer or a charge against its general credit or taxing powers and (iii) are payable solely from the payments to be made by the Company pursuant to the Financing Agreement and otherwise as provided in the Indenture. The Bonds shall be subject to redemption prior to maturity (including, but not limited to, mandatory sinking fund redemption) , shall be payable in such medium of payment at such place or places at such times and shall have such other terms , covenants , conditions and provisions as are provided in the Indenture. Section 5. Pursuant to the Financing Agreement, the Company is obligated to pay an amount necessary in each year to pay principal of, premium, if any, and interest on the Bonds . The maintenance and repair costs of the Project, all taxes in connection therewith and other charges, and all costs of maintaining proper insurance, will be assumed and paid by the Company under the Financing Agreement, and, accordingly, the Issuer has no obligation with respect thereto and all such costs, expenses, taxes and charges shall be paid by the Company, as provided in the Financing Agreement. Section 6. The Indenture and the Financing Agreement, in substantially the forms submitted to this meeting, are hereby authorized and approved; the Mayor of the Issuer is hereby authorized and directed to execute and deliver the Indenture and Financing Agreement, and the City Clerk of the Issuer is authorized and directed to attest such execution and to affix the corporate seal of the Issuer to such instruments, all with -3- such changes therein as are not inconsistent with this Bond Ordinance and as are approved by the Mayor, his execution or acceptance, as the case may be, thereof to constitute conclusive evidence of such approval . Section 7. The sale of the Bonds pursuant to the terms and provisions of the Bond Purchase Agreement at a price of 100% of the aggregate principal amount thereof, plus accrued interest from November 1 , 1979 to the date of the Closing (as defined in the Bond Purchase Agreement) is hereby authorized and approved, and the Mayor of the Issuer is hereby authorized and directed to execute and deliver the Bond Purchase Agreement and the City Clerk is authorized and directed to attest such execution and to affix the corporate seal of the Issuer to such instrument, with such changes therein as are not inconsistent with this Bond Ordinance and as are approved by the Mayor, his execution thereof to constitute conclusive evidence• of such approval . Section 8 . The Mayor and City Clerk of the Issuer are hereby authorized and directed to execute and deliver the Bonds in accordance with the Indenture and the Bond Purchase Agreement and to execute and deliver all other documents and instruments which may be required under the Bond Purchase Agreement , the Financing Agreement, the Indenture or the Bonds in order to give effect to this Bond Ordinance. Section 9. That all acts and doings of the officers of the Issuer which are in conformity with the purposes and intent of this Bond Ordinance and in furtherance of the issuance and sale of the Bonds, in the aggregate principal amount of $420, 000 and the financing of the acquisition, construction and installation of the Project, be, and the same hereby are, in all respects , approved and confirmed . Section 10 . That the provisions of this Bond Ordinance are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof. Section 11 . That all ordinances , resolutions , orders and any parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 12 . This Bond Ordinance shall be effective immediately upon its passage and approval . Passed by the City Council of the City of Elgin, Illinois this /y day of November, 1979. -4- 14th Approved by the Mayor of the City of Elgin, Illinois this day of November, 1979. s/ Richard L. Verbic Mayor Attest : s/ Marie Yearman City Clerk Ayes : 7 Nays : 0 -5-